<PAGE>


             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                FORM 10-KSB

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                 For the Fiscal Year ended: December 31, 1999

                        Commission File No. 33-31067


                           BEECHPORT CAPITAL CORP.
      -----------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in its Charter)


           COLORADO                                       84-1137359
-------------------------------                    ------------------------
(State or Other Jurisdiction of                    (I.R.S. Employer Identi-
Incorporation or Organization)                         fication Number)

                  750 Prospect Avenue, Cleveland, Ohio  44115
         -----------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's Telephone Number, Including Area Code:  (216) 283-4000

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:

                          COMMON STOCK, NO PAR VALUE
                          --------------------------
                               (Title of Class)


Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [X]   No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State Issuer's revenues for its most recent fiscal year:  $-0-.

As of March 31, 2000, 3,348,013 shares of common stock were outstanding, and
the aggregate market value of the shares held by non-affiliates was
approximately $1,274,000.

Documents incorporated by reference:  NONE.

Transitional Small Business Disclosure Format (check one):  Yes __   No X

<PAGE>


                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

     Beechport Capital Corp. (the "Company") was incorporated under the laws
of  the State of Colorado on January 24, 1989 under the name Coalmont, Inc.
The name of the Company was changed to MCC Holdings, Inc. on August 14, 1992,
and changed again to Beechport Capital Corp. on January 10, 1996.  The Company
was originally formed for the primary purpose of seeking out acquisitions of
properties, businesses or merger candidates, without limitation as to the
nature of the business operations or geographic area of the acquisition
candidate.  From inception through the date of completion of its initial
public offering of securities, the Company's activities were directed toward
the acquisition of operating capital.

     The Company sold 10,000 Units (each "Unit" consisting of common stock and
Class A and Class B Warrants) at $10.00 per Unit, for net proceeds of $50,054
in a public offering which closed on March 20, 1991.  The Class A and B
Warrants were exercisable at $4.40 and $6.60 per share, respectively.  The
Warrants expired on September 25, 1998.

     On June 5, 1992, the Company issued 6,500,000 shares of its Common Stock
to the holders of 100% of the outstanding common stock of a leasing company,
to which it also loaned $50,000.  During the period from June 6, 1992 to
December 31, 1993 the Company was under the management of the leasing company
officers, which expended all of the cash of the Company and failed to file the
required periodic reports with the Securities and Exchange Commission.

     On December 31, 1993, pursuant to a mutual unwinding agreement, the
6,500,000 shares of common stock were returned and canceled.  The $50,000 loan
repayment was written-off, resulting in a bad debt to the Company and the
stock of the leasing company was returned to its original officers and
directors.

     During June 1992 the Company effected a one for four hundred and forty (1
for 440) reverse stock split of the Company's common stock outstanding.  On
December 6, 1995, the Company effected a two for one forward stock split of
the shares of the Company's Common Stock outstanding.  On August 20, 1999 the
Company approved a 1.35 for one forward stock split of the shares of the
Company's Common Stock.  All financial information and share data in the
remainder of this Report gives retroactive effect to these stock splits.

     Since the Company does not have any cash, it must locate a potential
acquisition or merger candidate that is only interested in the liquidity of a
public company.

     Effective June 30, 1998 the Company issued 1,080,000 shares of its Common
Stock for 100% of the issued and outstanding stock of Marketplace 2000, Inc.,
an Ohio corporation which had no business.  In connection with this
transaction Lawrence Schmelzer was elected as President of the Company.

     The Company's offices are located at 750 Prospect Avenue, Cleveland, Ohio
44115, and its telephone number is (216) 283-4000.



                                      2
<PAGE>


DESCRIPTION OF BUSINESS

     The Company believes it has insufficient capital with which to finance
cash acquisitions of other business entities.  Accordingly, the Company will
be incapable of acquiring the assets or business of other entities except in
those instances where the Company exchanges its common stock with stock held
by the target company and/or the target company's shareholders.  Another
possibility, although less likely, is that the Company may give its common
stock to a target in exchange for the target's assets.  Management expects
that an exchange of the Company's common stock in a merger or acquisition, if
ever, would require the Company to issue a substantial number of shares of its
common stock.  Accordingly, the percentage of common stock held by the
Company's then-shareholders would be reduced as a result of the increased
number of shares of common stock issued and outstanding following any such
merger or acquisition.

     The Company expects to continue to concentrate primarily on the
identification and evaluation of prospective merger or acquisition "target"
entities including private companies, partnerships or sole proprietorships.
The Company does not intend to act as a general or limited partner in
connection with partnerships it may merge with or acquire.  Management has not
identified any particular area of interest within which the Company will
continue its efforts.

     Management contemplates that the Company will seek to merge with or
acquire a target company with either assets or earnings, or both, and that
preliminary evaluations undertaken by the Company will assist in identifying
possible target companies.  The Company has not established a specific level
of earnings or assets below which the Company would not consider a merger or
acquisition with a target company.  Moreover, management may identify a target
company which is generating losses which it will seek to acquire or merge with
the Company.  The merger with or acquisition of a target company which is
generating losses or which has negative shareholders' equity may have a
material adverse affect on the price of the Company's common stock.  There is
no assurance, if the Company acquires a target company with assets or
earnings, or both, that the price of the Company's common stock will increase.

PLAN OF ACQUISITION

     The Company will follow a systematic approach to identify its most
suitable acquisition candidates.

     First, management will continue to concentrate on identifying any number
of preliminary prospects which may be brought to the attention of management
through present associations or by virtue of the very limited advertising
campaign the Company will conduct.  Management will then apply certain of its
broad criteria to the preliminary prospects.  Essentially, this will entail a
determination by management as to whether or not the prospects are in an
industry which appears promising and whether or not the prospects themselves
have potential within their own industries.  During this initial screening
process, management will ask and receive answers to questions framed to
provide appropriate threshold information, depending upon the nature of the
prospect's business.  Such evaluation is not expected to be an in-depth
analysis of the target company's operations although it will encompass to look
at most, if not all, of the same areas to be examined once one or more target
companies are selected for an in-depth review.  For instance, at this stage
management may look at a prospect's unaudited balance sheet.  Once a prospect
is selected for an in-depth review, management will review the prospect's
audited financial statements.  Nevertheless, management anticipates this

                                      3
<PAGE>


evaluation will provide a broad overview of the business of the target company
and should allow a large percentage of preliminary prospects to be eliminated
from further consideration.

     Management expects to enter into further negotiations with target company
management following successful conclusion of financial and evaluation
studies.  Negotiations with target company management will be expected to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for their shareholdings in the target company.  Depending
upon, among other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a lesser percentage
ownership interest in the Company following any merger or acquisition.  The
percentage ownership may be subject to significant reduction in the event the
Company acquires a target company with substantial assets.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
then-shareholders.

     The final stage of any merger or acquisition to be effected by the
Company will require the Company to retain the services of its counsel and a
qualified accounting firm in order to properly effect the merger or
acquisition.  The Company may be expected to incur significant legal fees and
accounting costs during the final stages of a merger or acquisition.  Also, if
the merger or acquisition is successfully completed, management anticipates
that certain costs will be incurred for public relations, such as the
dissemination of information to the public, to the shareholders and to the
financial community.  If the Company is unable to complete the merger or
acquisition for any reason, the Company's capital may be substantially
depleted if legal fees and accounting costs have been incurred.  Management
intends to retain legal and accounting services only on an as-needed basis in
the latter stages of a proposed merger or acquisition.

     Management anticipates that the Company may have to seek additional
financing in order to continue operations.

COMPETITION

     The Company is and will remain an insignificant participant among the
firms that engage in mergers with and acquisitions of privately-held entities.
Many established venture-capital and financial concerns have significantly
greater financial and personnel resources and technical expertise than the
Company.  In view of the Company's limited financial resources and limited
management availability, the Company will continue to be at a significant
disadvantage compared to the Company's competitors.

EMPLOYEES

     The Company has no full time employees.  Its officers devote as much time
as is necessary to conduct the Company's business.

ITEM 2.  DESCRIPTION OF PROPERTY.

     From December 31, 1993 until June 30, 1998, the Company maintained its
office in space provided by Timothy J. Brasel, the Company's President, at no
charge.  Since June 30, 1998 the Company has maintained its office in space
provided by Lawrence Schmelzer, the Company's President, at no charge.  The
Company owns no real property.



                                       4
<PAGE>


ITEM 3.  LEGAL PROCEEDINGS.

     There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which the Company is a party.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1999.

                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a)  MARKET INFORMATION.  To the best of management's knowledge, no
public market for any securities of the Company existed from June 23, 1993 to
March 27, 1997.  The Company's common stock is currently traded in the over-
the-counter market, and prices for the common stock are quoted on the OTC
Bulletin Board under the symbol BEAH.

         The following table sets forth the high and low closing bid prices of
the Company's common stock for the period indicated, as obtained from the
NASD.  The stock is principally owned or controlled by Officers and Directors
of the Company, and the bid prices reported may not be indicative of the value
of the common stock.  The volume of trading in the Company's common stock has
been minimal.  These over-the-counter market quotations reflect inter-dealer
prices without retail markup, markdown or commissions and may not necessarily
represent actual transactions.

         QUARTER ENDED                   HIGH BID           LOW BID
      -------------------                --------           -------

         December 31, 1999                $1.25              $ .56
         September 30, 1999               $2.22              $ .71
         June 30, 1999                    $1.32              $1.11
         March 31, 1999                   $1.67              $1.29

         December 31, 1998                $1.43              $ .55
         September 30, 1998               $1.11              $ .37
         June 30, 1998                    $1.48              $1.11
         March 31, 1998                   $1.48              $1.3875


     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.  The number of record
holders of the Company's no par value common stock at March 31, 2000 was
approximately 47.  This does not include shareholders who hold stock in their
accounts at broker/dealers.

     (c)  DIVIDENDS.  No dividends have been declared or paid by the Company
since inception.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     During the fiscal year ended December 31, 1999, the Company engaged in no
significant operations other than the search for, and identification and
evaluation of, possible acquisition candidates.  No revenues were received by
the Company during the fiscal year.  The Company experienced a net loss of
$(31,805) during the fiscal year ended December 31, 1999, which was primarily
the result of expenses incurred in connection with a potential acquisition

                                      5
<PAGE>


which was terminated and the legal and accounting costs of compliance with the
reporting requirements of the federal securities laws, and general and
administrative expenses.

     For the remainder of the current fiscal year, the Company anticipates
losses similar in magnitude to those experienced historically.  Should the
Company intensify its search for an acquisition candidate, however, losses are
likely to accrue at a greater rate than experienced historically.  The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues, and may continue to operate at a
loss after completing a business combination, depending upon the performance
of the acquired business.

    As of December 31, 1999, the Company had no material commitments for
capital expenditures.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-9 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
         DISCLOSURE.

    There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.

                                 PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The Directors and Executive Officers of the Company are as follows:

         NAME                AGE           POSITION
   ---------------------     ---      ----------------------
   Lawrence C. Schmelzer     63       President and Director

   Timothy J. Brasel         41       Director

   Susan Schmelzer           36       Director


     LAWRENCE C. SCHMELZER has served as President and a Director of the
Company since June 30, 1998.  He formerly served as the Chairman of 1st
Cleveland Securities and Chairman of Quincy Savings and Loan Bank.  He is a
graduate of the Wharton School of Finance.  Mr. Schmelzer also is a private
investor.

     TIMOTHY J. BRASEL has served as a Director since December 31, 1995 and as
President from December 31, 1995 until June 30, 1998.  From December 31, 1993
to December 31, 1995, he served as President and a Director, and from January
24, 1989 (inception) to June 5, 1992 he served as a Director. He also serves
as a director of nine corporations which were formed  for the purpose of
acquiring or merging with a privately-held company.  These nine corporations
have registered their securities with the SEC under the Securities Exchange
Act of 1934.  These companies are Calneva Capital Corp., Aspen Capital Corp.,
Studio Capital Corp., Royal Belle Capital Corp., Zirconium Capital Corp., West
Lake Capital Corp., Mercury Capital Corp., Hightop Capital Corp., and Antares

                                      6
<PAGE>


Capital Corp.  From December 1996 until September 1998, he served as President
and a Director of Cypress Capital, Inc., which completed an acquisition of
Terra Telecommunications, Inc. during September 1998.  From September 1995
until January 1999, he served as President and a Director of High Hopes, Inc.
which completed an acquisition of certain technology from Sanga e-Health LLC
during January 1999.  From May 1995 until August 1997, Mr. Brasel served as
President and a director of Universal Capital Corp., which completed an
acquisition of Remarc International Inc. during August 1997.  From February
1996 until February 1997, Mr. Brasel served as President and a director of
Capital 2000, Inc. which completed an acquisition of United Shields
Corporation in February 1997.  From July 1996 until December 1997, Mr. Brasel
served as President and a director of Mahogany Capital, Inc. which completed
an acquisition of Pontotoc Production Company, Inc. during December 1997.
From July 1996 until May 1998, Mr. Brasel served as President and a director
of Walnut Capital, Inc., which completed a merger with Links Ltd. during May
1998.  From March 1990 until September 1994, Mr. Brasel served as President,
Secretary, Treasurer and a Director of Prentice Capital, Inc., a publicly-held
blank-check company which completed an acquisition of Universal Footcare, Inc.
From March 1990 until August 1993, Mr. Brasel was President, Secretary and a
Director of Brasel Ventures, Inc., a publicly-held blank-check company, which
completed an acquisition of American Pharmaceutical Company.  Since January
1987, Mr. Brasel has been President and a Director of Bleu Ridge Consultants,
Inc., a business and management consulting firm located in Denver, Colorado.
Mr. Brasel received a Bachelor of Science Degree in Business Administration
from Morningside College, Sioux City, Iowa in 1980.

     SUSAN SCHMELZER has served as a Director since August 1999.  She is
general manager of Travelworld, a travel agency in Shaker Heights, Ohio.

     All Directors of the Company hold office until the next annual meeting of
the shareholders and until their successors have been elected and qualified.

     The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and
hold office until their death, or until they shall resign or have been removed
from office.

     The date of the next annual meeting of the Company will be determined by
the Company's Board of Directors in accordance with Colorado law.

ITEM 10.  EXECUTIVE COMPENSATION.

     The Company's sole Officer currently receives no salary from the Company.

     The Company has no retirement, pension, profit-sharing or insurance or
medical reimbursement plans covering its Officers and Directors.

INCENTIVE STOCK OPTION PLAN

     On January 24, 1989, the Company adopted an Incentive Stock Option Plan
(the "Plan") under which options granted are intended to qualify as "incentive
stock options" under Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code").  Pursuant to the Plan, options to purchase up to 45,455
shares of the Company's Common Stock may be granted to employees of the
Company.  The Plan is administered by the Board of Directors, which is
empowered to determine the terms and conditions of each option, subject to the
limitation that the exercise price cannot be less than the market value of the
common Stock on the date of the grant (110% of the market value in the case of
options granted to an employee who owns 10% or more of the Company's

                                      7
<PAGE>


outstanding Common Stock) and no option can have a term in excess of 10 years
(5 years in the case of options granted to employees who own 10% or more of
the Company's Common Stock). As of the date hereof, no options have been
granted under this Plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of March 31, 2000 the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Director individually and all
Directors and Officers of the Company as a group:

                                     AMOUNT AND
    NAME AND ADDRESS                NATURE OF BENE-          PERCENT
  OF BENEFICIAL OWNER              FICIAL OWNERSHIP          OF CLASS
-------------------------        --------------------        --------

Lawrence C. Schmelzer                   985,500                29.4%
21302 S. Woodland Road
Shaker Heights, OH  44122

Timothy J. Brasel                       663,802 (1)            19.8%
5770 South Beech Court
Greenwood Village, CO  80121

J. J. Peirce                            229,500                 6.9%
5125 West Lake Avenue
Littleton, Colorado  80123

All Directors and                     1,649,402                49.3%
Officers as a Group
(3 Person)
_______________

(1)  Includes 289,417 shares of Common Stock held of record by Brasel Family
     Partners, Ltd., a limited partnership of which Mr. Brasel is the general
     partner, by virtue of which Mr. Brasel may be deemed to be a beneficial
     holder of such shares.  Also includes 135,000 shares held by Brasel
     Charitable Remainder Trust; 28,350 shares held by the Charitable
     Remainder Trust of Mary Jane Brasel; 29,700 shares held by the Charitable
     Remainder Trust of Susan Anne Brasel; 54,000 shares held by the
     Charitable Remainder Trust of Timothy J. Brasel; 13,500 shares held by
     the S.A. Brasel Charitable Remainder Trust; 71,493 shares held by Bleu
     Ridge Consultants Profit Sharing Plan and Trust; and 1,841 shares held by
     Mary Jane Brasel and Timothy J. Brasel as trustees for the benefit of
     Susan Anne Brasel.  Mr. Brasel is trustee of each of the above trusts.
     Also includes a total of 40,500 shares held by Janet M. Brasel, Mr.
     Brasel's wife, as custodian for Tyler Jay Brasel, Colton Russell Brasel
     and Justin Brasel, UGMA/CO.



                                      8
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During January, 1998 the Company issued 540,000 shares of its Common
Stock to the following persons in payment of promissory notes totaling $7,500:

     Name                           No. of Shares   Amount of Note
     ----                           -------------   --------------
     Brasel Family Partners             67,500        $  937.50
     Janet Brasel, as Custodian        202,500        $2,812.50
     Paul H. Dragul                    270,000        $3,750.00
                                       -------        ---------
                                       540,000        $7,500.00

    Effective June 30, 1998 the Company issued 1,080,000 shares of its Common
Stock to Lawrence Schmelzer in exchange for 100% of Marketplace 2000, Inc., an
Ohio corporation which had no assets or business.  In connection with this
transaction Mr. Schmelzer was named as a Director and President of the
Company.

     During June 1998 the Company issued 108,000 shares of its Common Stock to
Lawrence Schmelzer in consideration for $20,000 in cash.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                    LOCATION

 3          Articles of Incorporation,     Incorporated by reference to
            as amended                     Registrant's Form S-18 Registration
                                           Statement (No. 33-31067)

 3          Bylaws                         Incorporated by reference to
                                           Registrant's Form S-18 Registration
                                           Statement (No. 33-31067)

10          Share Exchange Agreement       Incorporated by reference to
            dated April 28, 1998 with      Exhibit 10 to Registrant's Form
            Marketplace 2000, Inc.         10-KSB for the year ended
                                           December 31, 1998

27          Financial Data Schedule        Filed herewith electronically


     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
quarter ended December 31, 1999.



                                      9
<PAGE>


                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

             BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY



                      CONSOLIDATED FINANCIAL STATEMENTS

                                   with

             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                       December 31, 1999 and 1998






     Report of Independent Certified Public Accountants                    F-2

     Consolidated Financial Statements:

          Consolidated Balance Sheet                                       F-3

          Consolidated Statements of Operations                            F-4

          Consolidated Statement of Changes in                             F-5
            Stockholders' (Deficit)

          Consolidated Statements of Cash Flows                            F-6

          Notes to Consolidated Financial Statements                       F-7























                                      F-1

<PAGE>


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors
Beechport Capital Corp.
Cleveland, OH 44115

We have audited the accompanying consolidated balance sheet of Beechport
Capital Corp. and consolidated subsidiary as of December 31, 1999, and the
related consolidated statements of operations, stockholders' (deficit) and
cash flows for the two years ended December 31, 1999 and 1998.  These
financial statements are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements, referred to above,
present fairly, in all material respects, the consolidated financial position
of Beechport Capital Corp. and subsidiary as of December 31, 1999, and the
consolidated results of its operations, changes in its stockholders' (deficit)
and its cash flows for the two years ended December 31, 1999 and 1998, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that may result from the outcome of this uncertainty.



                                   /s/ Schumacher & Associates, Inc.

                                   Schumacher & Associates, Inc.
                                   Certified Public Accountants
                                   2525 Fifteenth Street, Suite 3H
                                   Denver, Colorado 80211

March 23, 2000









                                      F-2
<PAGE>


              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY

                         CONSOLIDATED BALANCE SHEET
                             December 31, 1999

                                   ASSETS

Current Assets                                      $      -0-
                                                    ----------

TOTAL ASSETS                                        $      -0-
                                                    ==========


                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
     Accounts payable                               $    6,116
     Outstanding checks in excess of
      balance reported by bank                          11,481
     Advances payable, related party                    23,635
                                                    ----------

       Total Current Liabilities                        41,232
                                                    ----------

TOTAL LIABILITIES                                       41,232
                                                    ----------

Stockholders' (Deficit):

     Preferred stock, no par value,
       10,000,000 shares authorized,
       None issued and outstanding

     Common stock, no par value
       750,000,000 shares authorized,
       3,348,013 shares issued and
       outstanding                                     190,688
      Additional paid-in capital                        13,600
     Accumulated (deficit)                            (245,520)
                                                    ----------

TOTAL STOCKHOLDERS' (DEFICIT)                          (41,232)
                                                    ----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)       $      -0-
                                                    ==========






The accompanying notes are an integral part of the financial statements.

                                      F-3

<PAGE>


              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF OPERATIONS

                      For the Years Ended December 31,

                                             1999            1998
                                         ----------      ----------

Revenue                                  $        -      $        -
                                         ----------      ----------
Expenses
     Legal and accounting                    21,376          14,038
     Other                                   10,429           5,263
                                         ----------      ----------
                                             31,805          19,301
                                         ----------      ----------

Net (Loss)                               $  (31,805)     $  (19,301)
                                         ==========      ==========

Per Share                                $     (.01)     $     (.01)
                                         ==========      ==========

Weighted Average Shares Outstanding       3,348,013       3,348,013
                                         ==========      ==========




























The accompanying notes are an integral part of the financial statements.

                                      F-4


<PAGE>


              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'(DEFICIT)

                From December 31, 1997 through December 31, 1999


<TABLE>
<CAPTION>


                                                           Additional
                                   Common                   Paid-in     Accumulated
                                 No./Shares  Stock Amount   Capital      (Deficit)      Total
                                 ----------  ------------   ----------  -----------   ---------
<S>                              <C>         <C>            <C>         <C>            <C>

Balance at December 31, 1997     1,620,013   $  163,188     $  13,600   $ (194,414)   $ (17,626)

Issuance of stock for notes
payable                            540,000        7,500             -            -        7,500

Issuance of stock at $0.19         108,000       20,000             -            -       20,000

Issuance of stock - business
combination                      1,080,000            -             -            -            -

Net loss-year ended December
31, 1998                                 -            -             -      (19,301)     (19,301)
                                 ---------   ----------     ---------   ----------    ---------

Balance at December 31, 1998     3,348,013      190,688        13,600     (213,715)      (9,427)

Net loss-year ended December
31, 1999                                 -            -             -      (31,805)     (31,805)
                                 ---------   ----------     ---------   ----------    ---------

Balance at December 31, 1999     3,348,013   $  190,688     $  13,600   $ (245,520)   $ (41,232)
                                 =========   ==========     =========   ==========    =========




</TABLE>
















The accompanying notes are an integral part of the financial statements.


                                      F-5
<PAGE>




              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the Years Ended December 31,

                                               1999            1998
                                            ----------      ----------
Cash Flows from Operating Activities:
     Net income (loss)                      $  (31,805)     $  (19,301)
     Increase in accounts payable
      and accrued expenses                      15,287             585
     Other, net                                  3,561          (3,561)
                                            ----------      ----------
Net Cash (Used in) Operating
 Activities                                    (12,957)        (22,277)
                                            ----------      ----------
Cash Flows Provided by Investing
 Activities                                          -               -
                                            ----------      ----------
Cash Flows from Financing Activities:
     Advances from related party                     -           7,406
                                            ----------      ----------
Net Cash Provided from Financing
 Activities                                          -           7,406
                                            ----------      ----------
Cash Provided by Financing
 Activities:
     Common stock issued                             -          27,500
                                            ----------      ----------
Net Cash Provided by Financing
 Activities                                          -          27,500
                                            ----------      ----------

Increase (Decrease) in Cash                    (12,957)         12,629

Cash, Beginning of Period                       12,957             328
                                            ----------      ----------

Cash, End of Period                         $        -      $   12,957
                                            ==========      ==========

Interest Paid                               $        -      $        -
                                            ==========      ==========

Income Taxes Paid                           $        -      $        -
                                            ==========      ==========







The accompanying notes are an integral part of the financial statements.

                                      F-6

<PAGE>


              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 1999 and 1998



(1)  Summary of Accounting Policies

     This summary of significant accounting policies of Beechport Capital
     Corp. (Company) is presented to assist in understanding the Company's
     financial statements.  The financial statements and notes are
     representations of the Company's management who is responsible for their
     integrity and objectivity.  These accounting policies conform to
     generally accepted accounting principles and have been consistently
     applied in the preparation of the financial statements.

     (a)  Nature of Operations

          The Company was organized as a Colorado corporation on January 24,
          1989, in order to evaluate, structure and complete a merger with, or
          acquisition of, prospects consisting of private companies,
          partnerships or sole proprietorships.  The Company may seek to
          acquire a controlling interest in such entities in contemplation of
          later completing an acquisition.  The Company is not limited to any
          operation or geographic area in seeking out opportunities.

     (b)  Per Share Information

          Per share information is based upon the weighted average number of
          shares outstanding during the period.

          The Company approved a 1.35 for one forward stock split effective
          August 20, 1999.  All references to common stock have been
          retroactively adjusted to give effect to this stock split.

     (c)  Income Taxes

          As of December 31, 1999, Beechport Capital Corp. had net operating
          losses available for carry-over to future years of approximately
          $245,000, expiring in various years through 2019.  Utilization of
          these carryovers may be limited due to changes in control of the
          Company.  As of December 31, 1999, the company has total deferred
          tax assets of approximately $49,000 due to operating loss
          carryforwards.  However, because of the uncertainty of potential
          realization of these tax assets, the Company has provided a
          valuation allowance for the entire $49,000.  Thus, no tax assets
          have been recorded in the financial statements as of December 31,
          1999.







                                     F-7

<PAGE>


              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 1999 and 1998



(1)  Summary of Accounting Policies, Continued

     (d)  Use of Estimates in Preparation of Financial Statements

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported period.
          Actual results could differ from those estimates.

(2)   Basis of Presentation - Going Concern

     The accompanying financial statements have been prepared in conformity
     with generally accepted accounting principles, which contemplates
     continuation of the Company as a going concern.  However, the Company has
     suffered recurring losses from operations and has a net capital
     deficiency.  These matters raise substantial doubt about the Company's
     ability to continue as a going concern.  Management is attempting to
     locate a business combination candidate.

     In view of these matters, continuing as a going concern is dependent upon
     the Company's ability to meet is financing requirements, raise additional
     capital, and the success of its future operations or completion of a
     successful business combination.  Management believes that actions
     planned and presently being taken to revise the company's operating and
     financial requirements provide the opportunity for the Company to
     continue as a going concern.

(3)  Business Combination

     Effective June 30, 1998 the Company entered into a business combination
     with Marketplace 2000, Inc. (Marketplace), an Ohio corporation.  Under
     the terms of the agreement, the Company issued 1,080,000 shares of its
     restricted common stock in exchange for 100% of the issued and
     outstanding common stock of Marketplace.  Since Marketplace had no
     stockholders' equity and since Marketplace was an inactive entity, no
     value was recorded for the stock issued.  After the completion of the
     transaction the controlling shareholders of Marketplace owned
     approximately 50% of the Company's outstanding common stock.

     As of December 31, 1999, Marketplace is an inactive entity.







                                     F-8


<PAGE>


              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 1999 and 1998



(4)  Advances from Related Parties

     At December 31, 1999 a related party had outstanding advances to the
     Company totaling $23,635.  These advances have no written repayment
     terms, do not bear interest, and are uncollateralized.

(5)  Common Stock Issued

     On January 26, 1998, the Company issued 540,000 shares of its common
     stock in exchange for conversion of certain loans payable to related
     parties valued at $7,500.  On March 30, 1998, the Company issued 108,000
     shares of its common stock to an entity in exchange for $20,000.  In
     addition, on March 30, 1998, the Company issued 1,080,000 shares of its
     common stock in exchange for all the outstanding shares of an inactive
     entity with no stockholders' equity.  See note 3.

     On August 20, 1999, the Company effected a 1.35 to one forward stock
     split.  All references to common stock have been retroactively adjusted
     to give effect to this split.
























                                      F-9

<PAGE>



                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.

                                BEECHPORT CAPITAL CORP.


Dated: April 7, 2000          By:/s/ Lawrence Schmelzer
                                   Lawrence Schmelzer, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:

SIGNATURE                     TITLE                         DATE


/s/ Lawrence Schmelzer      President, Secretary,      April 7, 2000
Lawrence Schmelzer          Treasurer (Principal
                            Financial and Account-
                            ing Officer) and
                            Director


/s/ Timothy J. Brasel       Director                   April 7, 2000
Timothy J. Brasel



/s/ Susan Schmelzer         Director                   April 7, 2000
Susan Schmelzer